exh10_58.htm


    EXHIBIT 10.58

     

    
 

    CONFIDENTIAL
TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.  PORTIONS FOR WHICH
CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***].  MATERIAL
OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

     

    September
25, 2009

    


    Mr. David
Meyer, Managing Director

    Knightspoint
Partners, LLC

    1325
Avenue of the Americas, 27th
Floor

    New York,
NY 10019

    


    RE:
Amendment of Agreement

    


    Dear
David:

    


    This will
confirm our agreement to amend your agreement with CPI Corp. (the “Company”)
dated as of September 22, 2008 (the "Agreement”) regarding your compensation as
Chairman of the Board of Directors of the Company (the “Board”) during the
Company’s fiscal year 2009.

    


    
      	
              1.  

            	
              Subsection
      1.a.ii. shall be revised in its entirety to read as
    follows:

            


    

    


    Continuing
the development and implementation of the Company’s long-range strategic plan to
increase shareholder value over time including new sources of
revenue;

    


    
      	
              2.  

            	
              Subsection
      1.a.iii. shall be deleted and subsections 1.a.iv. and 1.a.v. shall be
      renumbered as subsections 1.a.iii. and 1.a.iv.,
    respectively;

            


    

    


    
      	
              3.  

            	
              Subsection
      2.b. shall be amended in its entirety to read as
  follows:

            


    

    


    Annual Performance
Bonus:  You will be eligible to receive an annual performance
bonus for each fiscal year of the Company during the term of this agreement in
an amount, in the aggregate, equal to 0.67% of the Adjusted EBITDA (“Full
Award”) as reported in the applicable earnings release of the Company for such
fiscal year.  Your actual performance bonus for FY 2009 will
be subject to satisfaction of the targets set out below:

    


     i.   You
will be entitled to an amount equal to 25% of the Full Award for achievement of
[$***] million of FY 2009 Adjusted EBITDA;

    


    ii.    You
will be entitled to an amount equal to 25% of the Full Award for achievement of
fourth quarter FY 2009 EBITDA of [$***] million or greater; and

     

     

    *** CONFIDENTIAL TREATMENT REQUESTED.  AN APPLICATION FOR
CONFIDENTIAL TREATMENT (INCLUDING THE PROPOSED DELETIONS) HAS BEEN FILED
PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

     

    


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    iii. You
will be entitled to 50% of the Full Award based on achievement of such other
targets and goals as are determined by the Committee in its sole discretion,
including but not limited to reallocation of the targets set out
above.

    


              4.   Subject
to the provisions of this Amendment, the Agreement is hereby ratified and
affirmed.

    


            
 5.   This Amendment is subject to ratification by the
Board, and you shall be recused from voting on the matter.

    


    
      
        
        

      

    

    Please
acknowledge your agreement to the terms set forth herein by signing and
returning one copy of this letter to me.

     

     

                                              Sincerely,

    
      
        	 	
                 

                 

                CPI
Corp.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Turner
      White	 
	 	 	Turner
      White	 
	 	 	Chairman,
      Compensation Committee	 
	 	 	 	 


      

    

     

     

     

     

     

    


    Agreed to
this 25 day of September, 2009

    


    


    


    /s/David
M. Meyer

        David
M. Meyer


     

    *** CONFIDENTIAL TREATMENT REQUESTED.  AN APPLICATION FOR
CONFIDENTIAL TREATMENT (INCLUDING THE PROPOSED DELETIONS) HAS BEEN FILED
PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF
1934.